functions to Hillman and its Subsidiaries hereunder to the best of his abilities in adiligent, trustworthy, professional and efficient manner and shall comply with the Company’s andits Subsidiaries’ policies and procedures in all material respects. During the Employment Period,Executive shall not serve as an officer or director of, or otherwise perform services forcompensation for, any other entity without the prior written consent of the Board; providedthat Executive may serve as an officer or director of, or otherwise participate in, purelyeducational, welfare, social, religious or civic organizations so long as such activities do notinterfere with Executive’s employment.          (c) For purposes of this Agreement, “Subsidiaries” shall mean, with respect to anyPerson, any corporation, limited liability company, partnership, association, or business entity ofwhich (i) if a corporation, a majority of the total voting power of shares of stock entitled(without regard to the occurrence of any contingency) to vote in the election of directors,managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by thatPerson or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) ifa limited liability company, partnership, association, or other business entity (other than acorporation), a majority of partnership or other similar ownership interest thereof is at the timeowned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of thePerson or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to havea majority ownership interest in a limited liability company, partnership, association, or otherbusiness entity (other than a corporation) if such Person or Persons shall be allocated a majorityof limited liability company, partnership, association or other business entity gains or losses orshall be or control any managing director or member or general partner of such limited liabilitycompany, partnership, association, or other business entity. For purposes hereof, “Person”shall mean an individual, a partnership, a corporation, a limited liability company, anassociation, a joint stock company, a trust, a joint venture, an unincorporated organization, or agovernmental entity or any department, agency, or political subdivision thereof.     3. Compensation and Benefits.          (a) During the Employment Period, Executive’s base salary shall be $425,000 per annum or suchhigher rate as the Board may determine from time to time (such amount, as may be increased fromtime to time, and not decreased after any such increase, based on no less frequent than an annualreview by the Board, the “Base Salary”), which Base Salary shall be payable by the Companyin regular installments in accordance with the Company’s general payroll practices in effect fromtime to time. During the period beginning on the date of this Agreement and ending December 31,2008, the Base Salary shall be pro rated on an annualized basis. In addition, during theEmployment Period, Executive shall be entitled to participate in employee benefit programs andreceive perquisites reasonably comparable to those in effect as of the date hereof and asdetermined by the Board, including, without limitation, participation in group health insurance anddisability insurance, life insurance, MERP benefits (up to $2,500 of out-of-pocket medical expensesper annum), participation in the Company’s 401K plan, vacation and paid holidays and participationin the Company’s deferred compensation plan (provided that any participation in such deferredcompensation plan is funded solely by the Executive other than match by the Company of $.25 per$1.00 up to $2,500). During the Employment Period, the Company shall reimburse Executive forreasonable expenses incurred by Executive in
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connection with leasing an automobile (including lease payments, licenses and insurance) not to exceed$1,050 per month (or, if Executive seeks to purchase an automobile, reimbursement of reasonableexpenses incurred in connection with such purchase, including car loan payments, licenses andinsurance), subject to the Company’s requirements with respect to reporting and documentation ofsuch expenses. Executive shall bear the cost of gas, cost of repairs on the automobile, and costsof any tickets, traffic offenses or fines of any kind. During the Employment Period, the Companyshall reimburse Executive for reasonable expenses incurred by Executive in connection with clubmembership at a club of Executive’s choice not to exceed $500 per month, subject to the Company’srequirements with respect to reporting and documentation of such expenses.          (b) During the Employment Period, the Company shall reimburse Executive for all ordinary andreasonable business expenses incurred by him in the course of performing his duties andresponsibilities under this Agreement which are consistent with the Company’s policies in effectfrom time to time with respect to travel, entertainment and other business expenses, subject to theCompany’s requirements with respect to reporting and documentation of such expenses.          (c) In addition to the Base Salary, the Company shall pay to Executive cash bonus compensationpursuant to the terms of a performance-based bonus plan. The bonus plan will provide forperformance-based targets to be agreed to annually by the Chief Executive Officer of the Companyand the Board. If 100% of such bonus targets are met in a year, Executive shall be entitled to abonus equal to 65% of his Base Salary for that year. If the Company and its Subsidiaries performat a level in excess of 100% of the bonus targets, the Executive shall be entitled to aproportionately higher amount of bonus compensation up to a maximum of 124% of his Base Salary forthat year, i.e., with each 1% increase above 100% of the bonus target, Executive shall be entitledto an additional 0.65% of his Base Salary for that year. Executive shall be entitled to bonuscompensation in a proportionately reduced amount if the Company and its Subsidiaries perform at alevel that is less than 100% of the bonus targets but in excess of 85% of the bonus targets, i.e.,with each 1% decrease below 100% of the bonus target, Executive’s bonus shall be reduced from thebonus he would have received had the Company and its Subsidiaries met 100% of the bonus target by0.65% of his Base Salary for that year. Executive shall not be entitled to a bonus if 85% or lessof the bonus targets are met. Bonuses shall be paid in the calendar year immediately following thecalendar year that contains the end of the relevant performance period and in accordance with theCompany’s general payroll practices (in effect from time to time).     4. Term.          (a) The Employment Period shall be three years beginning effective as of March 31, 2008 (the"Initial Term”) and shall automatically be renewed on the same terms and conditions setforth herein as modified from time to time by the parties hereto for additional one-year periodsunless the Company or Executive gives the other party written notice of the election not to renewthe Employment Period (a “Notice of Non-Renewal”) at least 180 days prior to any such renewal date(the end of the Initial Term or the end of an effective one-year extension period being referred toherein as the “Expiration Date”); provided that (i) the Employment
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Period shall terminate prior to its Expiration Date immediately upon Executive’s resignation(with or without Good Reason, as defined below), death or Disability, and (ii) the EmploymentPeriod may be terminated by the Company at any time prior to its Expiration Date for Cause (asdefined below) or without Cause. Except as otherwise provided herein, any termination of theEmployment Period by the Company shall be effective as specified in a written notice from theCompany to Executive. Notwithstanding anything to the contrary herein, the termination of theemployment of the Executive as a result of the Company providing the Executive a Notice ofNon-Renewal shall be treated as a termination of the Executive without Cause.          (b) In the event of Executive’s death or Disability, or upon the Expiration Date, Executiveshall be entitled to payment of all accrued and unpaid salary (including accrued vacation), expensereimbursement pursuant to Section 3(b) of this Agreement, and a pro rata share (based onthe number of days that have elapsed from the beginning of the bonus period until the date oftermination of the Employment Period) of that year’s bonus as determined pursuant to Section3(c) above. In addition, in the event of Executive’s Disability, the Company shall usecommercially reasonable efforts to allow Executive to participate in the Company’s group healthcoverage, to the extent permitted by its insurers and under the same terms and conditions thatgenerally apply to Company employees; provided that Executive pays all of the premiums and similarcosts and expenses for such coverage. Executive shall not be entitled to receive his Base Salary,or any other perquisites or employee benefits or bonuses for periods after the termination of theEmployment Period, except as otherwise specifically provided for in the Company’s employee benefitplans or as otherwise expressly required by applicable law.          (c) If the Employment Period is terminated by the Company for Cause, or if Executive resignswithout Good Reason, Executive shall only be entitled to receive his Base Salary through the dateof such termination, resignation or expiration, accrued vacation and expense reimbursement pursuantto Section 3(b) of this Agreement. In addition, the Company shall use commerciallyreasonable efforts to allow Executive to participate in the Company’s group health coverage, to theextent permitted by its insurers and under the same terms and conditions that generally apply toCompany employees; provided that Executive pays all of the premiums and similar costs and expensesfor such coverage. Executive shall not be entitled to any other salary, bonuses, employeebenefits, perquisites or other compensation from the Company or its Subsidiaries thereafter, exceptas otherwise specifically provided for under the Company’s employee benefit plans or as otherwiseexpressly required by applicable law.          (d) If the Employment Period is terminated by the Company without Cause or if Executiveresigns with Good Reason, then Executive shall be entitled to receive severance compensation in anamount as determined below:               (i) If the Employment Period is terminated by the Company without Cause or if Executiveresigns with Good Reason, then Executive shall be entitled to receive (A) an amount equal to histhen applicable Base Salary, (B) the Termination Bonus Amount (as defined in Section4(d)(ii)), if such termination is during the Initial Term, or 50% of the Termination BonusAmount, if such termination is after the Initial Term, and (C) health continuation coverage duringthe period beginning on the date of the termination of the Employment Period and ending twelvemonths thereafter, at the Company’s expense. For
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purposes of determining Executive’s rights to COBRA continuation coverage, the date oftermination of the Employment Period shall be the date of the COBRA qualifying event. In addition,Executive shall be permitted to participate, during the period beginning on the date of thetermination of the Employment Period and ending six months thereafter, in the Company’s group lifeand disability coverages, to the extent permitted by its insurers and under the same terms andconditions that generally apply to Company employees, at the Company’s expense.               (ii) The severance payments outlined in (i) and (ii) of this Section 4(d) are inaddition to all accrued and unpaid Base Salary through the date of termination of the EmploymentPeriod, plus accrued vacation, plus a prorated portion (based on the number of days which haveelapsed from the beginning of the bonus period until the date of termination of the EmploymentPeriod) of the bonus for the year in which the termination occurs (as determined pursuant toSection 3(c) above), plus expense reimbursement pursuant to Section 3(b) of thisAgreement. In addition, the Company shall use commercially reasonable efforts to allow Executiveto participate in the Company’s group health coverage, to the extent permitted by its insurers andunder the same terms and conditions that generally apply to Company employees; providedthat, if not a part of the severance payments outlined in Section 4(d)(i)(C) above,Executive pays all of the premiums and similar costs and expenses for such coverage. Severancepayments will be paid and benefit coverage will be provided only if Executive delivers to theCompany an executed Release Agreement in the form of Exhibit A attached hereto and only solong as Executive has not breached the provisions of Sections 6 and 7 hereof.Severance payments under Section 4(d)(i)(A) above shall be paid by continuation of regularpayroll compensation payments beginning on the date of termination of the Employment Period but inno event less frequently than monthly and continuing, in the case of Section4(d)(i)(A), for one year commencing as provided in Section 5. Severancepayments under Section 4(d)(i)(B) above shall be paid annually in each calendar year thatincludes the date bonuses are paid in the year following the date of termination of the EmploymentPeriod. For purposes of Section 4(d) hereof, “Termination Bonus Amount” shall meanan amount equal to the greater of: (A) the annual average of Executive’s annual bonuses for thepreceding three years and (B) the amount of Executive’s last annual bonus received prior to thetermination of the Employment Period.          (e) If a Change of Control occurs, and within 90 days after such Change of Control, theEmployment Period is terminated by the Company without Cause or Executive resigns with Good Reason,Executive shall be entitled to a lump sum payment payable 30 days after such termination orresignation in an amount equal to the amount payable pursuant to Sections 4(d)(i)(A) and(B). In addition, Executive shall be entitled to receive his Base Salary through the date ofsuch termination or resignation, accrued vacation, a prorated portion (based on the number of dayswhich have elapsed from the beginning of the bonus period until the date of termination of theEmployment Period) of the bonus for the year in which the termination occurs and expensereimbursement pursuant to Section 3(b) of this Agreement. In addition, the Company shalluse commercially reasonable efforts to allow Executive to participate in the Company’s group healthcoverage, to the extent permitted by its insurers and under the same terms and conditions thatgenerally apply to Company employees; provided that Executive pays all of the premiums and similarcosts and expenses for such coverage. Payments will not be paid under this Section 4(e)unless Executive delivers to the Company an executed Release Agreement in the form of ExhibitA attached hereto. A “Change of Control” means any
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transaction or series of transactions pursuant to which any Person(s) or a group of relatedPersons (other than the investors purchasing shares in Hillman and/or its Subsidiaries as of thedate hereof and their affiliates) in the aggregate acquire(s) (i) capital stock of Hillmanpossessing the voting power (other than voting rights accruing only in the event of a default,breach or event of noncompliance) to elect a majority of the board of Hillman (whether by merger,consolidation, reorganization, combination, sale or transfer of Hillman’s capital stock,shareholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all orsubstantially all of Hillman’s assets determined on a consolidated basis; provided, that aChange of Control shall not include a Public Offering; provided, further, that suchChange of Control also constitutes a change in control event for purposes of Code Section 409A (asdefined below) (a “409A Change of Control”). A “Public Offering” means anunderwritten initial public offering and sale, registered under the Securities Act, of shares ofHillman’s common stock. In the event the Change of Control is not a 409A Change in Control, thepayments described in this Section 4(e) shall still be paid, but the schedule of suchpayments shall be the schedules described in Section 4(d).          (f) The amounts payable pursuant to Sections 4(d) and 4(e) are mutuallyexclusive, and under no circumstances shall Executive be entitled to receive payments under bothSections.          (g) Executive agrees and acknowledges that Executive shall be responsible for the payment ofany and all taxes arising from continued coverage under the Company’s benefit plans.          (h) Upon the expiration of the Employment Period, to the extent permitted under the terms ofany applicable life insurance policy, Executive shall be permitted to purchase from the Companylife insurance policies issued in his name; provided that Executive pays the purchase price of anysuch life insurance policies, including any fees and expenses associated with such a transfer.          (i) For purposes of this Agreement, “Cause” is defined as (i) willful failure tosubstantially perform duties hereunder, other than due to Disability; (ii) willful act whichconstitutes gross misconduct or fraud and which is injurious to Hillman or its Subsidiaries; (iii)conviction of, or plea of guilty or no contest, to a felony or (iv) material breach ofconfidentiality, noncompete or non-solicitation agreements (including Sections 6 and7 hereof) with the Company which is not cured within ten (10) days after written noticefrom the Company.          (j) For purposes of this Agreement, “Good Reason” means termination of this Agreementby Executive due to (i) any material diminution in Executive’s position, authority or duties withthe Company, (ii) the Company reassigning Executive to work at a location that is more thanseventy-five (75) miles from his current work location, (iii) to the extent the Chief ExecutiveOfficer of Hillman is entitled to a board seat pursuant to the HCI Stockholders Agreement, theremoval without cause of Executive as a director of Hillman, (iv) any amendment to the Company’sbylaws which results in a material and adverse change to the officer and director indemnificationprovisions contained therein or (v) a material breach of Sections 3 or 4 of thisAgreement by the Company which is not cured within 10 days following
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written notice from Executive.For purposes of this Agreement, the “HCI Stockholders Agreement” means the HCI Stockholders Agreement dated as of the date hereof by and among HCI Acquisition Corp.,Code Hennessy & Simmons IV LP, Ontario Teachers’ Pension Plan Board, HarbourVest Partners, LLC andeach of the other purchasers listed on Schedule A attached thereto.          (k) For purposes of this Agreement, “Disability” shall mean Executive’s inability toperform the essential duties, responsibilities and functions of his position with the Company andits Subsidiaries for more than 26 weeks in any 12-month period as a result of any mental orphysical disability or incapacity as defined in the Americans with Disabilities Act or as otherwisedetermined by the Board in its reasonable good faith judgment.     5. Section 409A Compliance.          (a) The intent of the parties is that payments and benefits under this Agreement comply withInternal Revenue Code Section 409A and the regulations and guidance promulgated thereunder(collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, thisAgreement shall be interpreted to be in compliance therewith. In no event whatsoever shall theCompany be liable for any additional tax, interest or penalty that may be imposed on Executive byCode Section 409A or damages to Executive for failing to comply with Code Section 409A.          (b) A termination of employment shall not be deemed to have occurred for purposes of anyprovision of this Agreement providing for the payment of any amounts or benefits upon or followinga termination of employment unless such termination is also a “separation from service” within themeaning of Code Section 409A and, for purposes of any such provision of this Agreement, referencesto a “termination,” “termination of employment” or like terms shall mean “separation from service.”          (c) To the extent that severance payments or benefits pursuant to this Agreement areconditioned upon the execution and delivery by Executive of a release of claims, Executive shallforfeit all rights to such payments and benefits unless such release is signed and delivered (andno longer subject to revocation, if applicable) within sixty (60) days following the date ofExecutive’s termination of employment. If the foregoing release is executed and delivered and nolonger subject to revocation as provided in the preceding sentence, then the following shall apply:               (i) To the extent any such cash payment or continuing benefit to be provided is not “deferredcompensation” for purposes of Code Section 409A, then such payment or benefit shall commence uponthe first scheduled payment date immediately after the date the release is executed and no longersubject to revocation (the “Release Effective Date”). The first such cash payment shallinclude payment of all amounts that otherwise would have been due prior to the Release EffectiveDate under the terms of this Agreement applied as though such payments commenced immediately uponExecutive’s termination of employment, and any payments made thereafter shall continue as providedherein. The delayed benefits shall in any event expire at the time such benefits would haveexpired had such benefits commenced immediately following Executive’s termination of employment.
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               (ii) To the extent any such cash payment or continuing benefit to be provided is “deferredcompensation” for purposes of Code Section 409A, then such payments or benefits shall be made orcommence upon the sixtieth (60) day following Executive’s termination of employment. The firstsuch cash payment shall include payment of all amounts that otherwise would have been due priorthereto under the terms of this Agreement had such payments commenced immediately upon Executive’stermination of employment, and any payments made thereafter shall continue as provided herein. Thedelayed benefits shall in any event expire at the time such benefits would have expired had suchbenefits commenced immediately following Executive’s termination of employment.     The Company may provide, in its sole discretion, that Executive may continue to participate inany benefits delayed pursuant to this section during the period of such delay, provided thatExecutive shall bear the full cost of such benefits during such delay period. Upon the date suchbenefits would otherwise commence pursuant to this Section, the Company may reimburse Executive theCompany’s share of the cost of such benefits, to the extent that such costs would otherwise havebeen paid by the Company or to the extent that such benefits would otherwise have been provided bythe Company at no cost to Executive, in each case had such benefits commenced immediately uponExecutive’s termination of employment. Any remaining benefits shall be reimbursed or provided bythe Company in accordance with the schedule and procedures specified herein.          (d) To the extent that this Agreement provides for the reimbursement of expenses or theprovision of in-kind benefits that constitute “non-qualified deferred compensation” under CodeSection 409A, the following shall apply: (i) All such reimbursements under shall be made on orprior to the last day of the taxable year following the taxable year in which such expenses wereincurred by the Employee; (ii) Any right to reimbursement or in kind benefits shall not be subjectto liquidation or exchange for another benefit; and (iii) No such reimbursement, expenses eligiblefor reimbursement, or in-kind benefits provided in any taxable year shall in any way affect theexpenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.          (e) For purposes of Code Section 409A, Executive’s right to receive any installment paymentpursuant to this Agreement shall be treated as a right to receive a series of separate and distinctpayments.          (f) Whenever a payment under this Agreement specifies a payment period with reference to anumber of days (e.g., “payment shall be made within thirty (30) days following the date oftermination”), the actual date of payment within the specified period shall be within the solediscretion of the Company.          (g) Notwithstanding any other provision of this Agreement to the contrary, in no event shallany payment under this Agreement that constitutes “deferred compensation” for purposes of CodeSection 409A be subject to offset by any other amount unless otherwise permitted by Code Section409A.
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     6. Confidential Information.          (a) Obligation to Maintain Confidentiality. Executive acknowledges that theinformation, observations and data (including trade secrets) obtained by him during the course ofhis employment with the Company and its Subsidiaries concerning the business or affairs of Hillmanor any its Subsidiaries (“Confidential Information”) are the property of Hillman or suchSubsidiary. Therefore, Executive agrees that he shall not disclose to any person or entity or usefor his own purposes any Confidential Information without the prior written consent of the Board,unless and to the extent that the Confidential Information becomes generally known to and availablefor use by the public other than as a result of Executive’s acts or omissions. Executive shalldeliver to the Company at the termination or expiration of the Employment Period, or at any othertime the Company may request in writing, all memoranda, notes, plans, records, reports, computerfiles, disks and tapes, printouts and software and other documents and data (and copies thereof)embodying or relating to Confidential Information, Third Party Information (as defined inSection 6(b) below), Work Product (as defined in Section 6(c) below) or thebusiness of Hillman or any other Subsidiaries which he may then possess or have under his control.          (b) Third Party Information. Executive understands that Hillman and its Subsidiariesand Affiliates will receive from third parties confidential or proprietary information (“ThirdParty Information”) subject to a duty on Hillman’s and its Subsidiaries’ and affiliates’ partto maintain the confidentiality of such information and to use it only for certain limitedpurposes. During the Employment Period and thereafter, and without in any way limiting theprovisions of Section 6(a) above, Executive will hold Third Party Information in thestrictest confidence and will not disclose to anyone (other than personnel of Hillman or itsSubsidiaries and affiliates who need to know such information in connection with their work forHillman or such Subsidiaries and affiliates) or use, except in connection with his work for Hillmanor its Subsidiaries and affiliates, Third Party Information unless expressly authorized by a memberof the Board in writing.          (c) Intellectual Property, Inventions and Patents. Executive acknowledges that alldiscoveries, concepts, ideas, inventions, innovations, improvements, developments, methods,designs, analyses, drawings, reports, patent applications, copyrightable work and mask work(whether or not including any confidential information) and all registrations or applicationsrelated thereto, all other proprietary information and all similar or related information (whetheror not patentable) which relate to Hillman’s or any of its Subsidiaries’ actual or anticipatedbusiness, research and development or existing or future products or services and which areconceived, developed or made by Executive (whether alone or jointly with others) while employed bythe Company and its Subsidiaries, whether before or after the date of this Agreement (“WorkProduct”), belong to the Company or such Subsidiary. Executive shall promptly disclose suchWork Product to the Board and, at the Company’s expense, perform all actions reasonably requestedby the Board (whether during or after the Employment Period) to establish and confirm suchownership (including, without limitation, assignments, consents, powers of attorney and otherinstruments). Executive acknowledges that all Work Product shall be deemed to constitute “worksmade for hire” under the U.S. Copyright Act of 1976, as amended.
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     7. Non-Compete, Non-Solicitation.          (a) Non-Compete. In further consideration of the compensation to be paid to Executivehereunder, Executive acknowledges that during the course of his employment with the Company and itsSubsidiaries he has and shall become familiar with the Company’s trade secrets and with otherConfidential Information and that his services have been and shall continue to be of special,unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agreesthat, during the Employment Period and (i) in the event of termination of the EmploymentPeriod by the Company without Cause or resignation by Executive with Good Reason, one yearfollowing the date of such termination of the Employment Period, or (ii) in the event oftermination of the Employment Period by the Company without Cause or by Executive with Good Reasonwithin ninety (90) days of a Change of Control which occurs after the third anniversary of the datehereof, one year following the date of such termination of the Employment Period, or (iii)in the event of termination of the Employment Period by the Company for Cause or by Executivewithout Good Reason, one year following the date of such termination of the Employment Period,or (iv) upon the expiration on the Expiration Date of the Employment Period or terminationof the Employment Period due to Disability, one year following the date of such termination of theEmployment Period, Executive shall not, directly or indirectly own any interest in, manage,control, participate in, consult with, render services for, be employed in an executive, managerialor administrative capacity by, or in any manner engage in any business competing with thebusinesses of the Company or its Subsidiaries, as such businesses exist or are in the process ofbeing implemented during the Employment Period or on the date of the termination or expiration ofthe Employment Period, within any geographical area in which the Company or its Subsidiaries engageor plan to engage in such businesses. Executive acknowledges (i) that the business of the Companyand its Subsidiaries will be conducted throughout the United States, (ii) notwithstanding the stateof incorporation or principal office of the Company or any of its Subsidiaries, or any of itsexecutives or employees (including the Executive), it is expected that the Company and itsSubsidiaries will have business activities and have valuable business relationships within itsindustry throughout the United States and (iii) as part of his responsibilities, Executive will betraveling throughout the United States in furtherance of the business and relationships of theCompany and its Subsidiaries. Nothing herein shall prohibit Executive from being a passive ownerof not more than 2% of the outstanding stock of any class of a corporation which is publiclytraded, so long as Executive has no active participation in the business of such corporation.          (b) Non-Solicitation. During the Employment Period and for two years following thedate of termination or expiration of the Employment Period, Executive shall not directly orindirectly through another person or entity (i) induce or attempt to induce any employee of theCompany or any Subsidiary to leave the employ of the Company or such Subsidiary, or in any wayinterfere with the relationship between the Company or any Subsidiary and any employee thereof,(ii) hire any person who was an employee of the Company or any Subsidiary at any time during theEmployment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor,franchisee or other business relation of the Company or any Subsidiary to cease doing business (ormaterially reduce the amount of business done) with the Company or such Subsidiary, or in any wayinterfere with the relationship between any such customer, supplier, licensee or business relationand the Company or any Subsidiary (including,
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without limitation, making any negative or disparaging statements or communications regardingthe Company or its Subsidiaries).          (c) Scope of Restrictions. If, at the time of enforcement of this Section 7,a court shall hold that the duration, scope or area restrictions stated herein are unreasonableunder circumstances then existing, the parties agree that the maximum duration, scope or areareasonable under such circumstances shall be substituted for the stated duration, scope or area andthat the court shall be allowed to revise the restrictions contained herein to cover the maximumperiod, scope and area permitted by law.          (d) Equitable Relief. In the event of the breach or a threatened breach by Executiveof any of the provisions of this Section 7, the Company would suffer irreparable harm, andin addition and supplementary to other rights and remedies existing in its favor, the Company shallbe entitled to specific performance and/or injunctive or other equitable relief from a court ofcompetent jurisdiction in order to enforce or prevent any violations of the provisions hereof(without posting a bond or other security). In addition, in the event of a breach or violation byExecutive of this Section 7, the time periods referenced in this Section 7 shall beautomatically extended by the amount of time between the initial occurrence of the breach orviolation and when such breach or violation has been duly cured.     8. Executive’s Representations. Executive hereby represents and warrants to theCompany that (i) the execution, delivery and performance of this Agreement by Executive do not andshall not conflict with, breach, violate or cause a default under any contract, agreement,instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii)Executive is not a party to or bound by any employment agreement, noncompete agreement orconfidentiality agreement with any other person or entity and (iii) upon the execution and deliveryof this Agreement by the Company, this Agreement shall be the valid and binding obligation ofExecutive, enforceable in accordance with its terms. Executive hereby acknowledges that theprovisions of Section 7 above are in consideration of (i) employment (as employee orconsultant) with the Company, (ii) the issuance of certain securities of Hillman under theExecutive Securities Agreement between Executive and Hillman and (iii) additional good and valuableconsideration as set forth in this Agreement. In addition, Executive agrees and acknowledges thatthe restrictions contained in Section 7 above are reasonable, do not preclude him fromearning a livelihood, that he has reviewed his rights and obligations under this Agreement with hislegal counsel and that he fully understands the terms and conditions contained herein. Inaddition, Executive agrees and acknowledges that the potential harm to the Company of thenon-enforcement of Section 7 outweighs any potential harm to Executive of its enforcementby injunction or otherwise. Executive acknowledges that he has carefully read this Agreement andhas given careful consideration to the restraints imposed upon Executive by this Agreement, and isin full accord as to their necessity for the reasonable and proper protection of confidential andproprietary information of the Company now existing or to be developed in the future. Executiveexpressly acknowledges and agrees that each and every restraint imposed by this Agreement isreasonable with respect to subject matter, time period and geographical area.
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     9. Survival. Sections 4(b) through 22, inclusive, shall survive andcontinue in full force in accordance with their terms notwithstanding the expiration or terminationof the Employment Period.     10. Notices. Any notice provided for in this Agreement shall be in writing and shallbe either personally delivered, sent by reputable overnight courier service or mailed by firstclass mail, return receipt requested, to the recipient at the address below indicated: Notices to Executive: Max W. Hillman, Jr.